Public interest corporation Japan-Australia, New Zealand Association Constitution
Chapter 1 General Provisions
(name)
Article 1 This corporation shall be referred to as the Japan-Australia New Zealand Society, Inc. (abbreviated name “JANZ”), a public-interest corporation.
(office)
Article 2 This corporation puts its principal office in Minato-ku, Tokyo.
2 This corporation can place a branch in every necessary place after the general meeting vote.
Chapter 2 Purpose and business
(purpose)
Article 3 This corporation aims to contribute to mutual understanding, friendship and promotion of goodwill by conducting business related to the development of cultural exchange and economic relations with Australia and New Zealand.
(Project)
Article 4 This corporation conducts the following projects in order to achieve the purpose of the preceding article.
1. Promotion of mutual understanding and friendship relations between Japan and Australia and New Zealand through holding meetings, lectures, seminars, etc. and sponsoring
2. Promotion of economic cooperation between Japan and Australia and New Zealand through information gathering, surveys and research on the economy
3. Promotion of cultural cooperation between Japan and Australia and New Zealand through holding events and supporting events such as culture, arts, sports, education
4. Promotion of international exchange through study abroad and human resources exchange between Japan and Australia and New Zealand
5. Urgent reconstruction assistance activities and donation money and support fund raising activities for natural disasters, etc. between Japan and Australia and New Zealand
6. Other necessary business to achieve the purpose of this corporation
(1) The project set forth in the preceding paragraph shall be conducted throughout Japan and overseas (Oceania region).
Chapter 3 Employees
(corporate members)
Article 5 The following members shall be placed on this corporation.
1. Regular members Individuals or organizations that join this corporation’s business and join for the purpose of engaging in the management
2. Supporting Members Individuals or organizations who subscribed to support this corporation’s business and to support it
3. Junior Member Junior Member Individuals who have joined in order to support and support this corporation’s business and who are under the age of 25 or students
(1) As members of the preceding paragraph, full members shall be employees on general corporate foundations and general incorporated foundation (hereinafter referred to as “general corporation / foundation corporation law”).
(join)
Article 6 Anything that wishes to become a member of this juridical person shall apply and obtain approval as prescribed by the Board of Directors.
(1) For a member as a group, he / she shall establish a person who exercises his / her rights to this corporation as a representative of the organization (hereinafter referred to as “member representative”) and notify the president.
(2) In the case of changing the member representative, promptly submit a change notification separately specified to the president.
(Admission fee and membership fee)
Article 7 Members shall pay membership fees in accordance with rules separately prescribed by the General Meeting of Employees (hereinafter referred to as “General Assembly”) in order to cover the expenses necessary for this corporation.
(withdrawal)
Article 8 Employees can leave voluntarily at any time by submitting a notice of departure separately specified by the Board of Directors.
(Exclude)
Article 9 If a member falls under one of the following items, it may be expelled by resolution of the general meeting. In this case, we must give the member an opportunity of defense before the resolution.
(1) When damaging the corporate’s honor or conducting acts contrary to the purpose of this association.
(2) When it violates the constitution or regulation of this corporation.
(3) When there are legitimate grounds to be excluded.
(Loss of membership)
Article 10 In addition to the case of the preceding two articles, the member loses its qualification if it falls under any of the following.
(1) When receiving a judgment on the commencement of guardianship or the commencement of a salary.
(2) When the member has died or has been dissolved.
(3) If you do not pay the membership fee and do not deliver the donation fee after dunning for more than one year.
(4) When all employees agree.
(Rights and obligations due to loss of membership)
Article 11 When a member loses its qualification pursuant to the provisions of the preceding three Articles, he / she loses the right to this corporation and escapes obligation. However, the obligation of unfeasible can not escape this.
2 Even if a member loses his / her qualifications, this corporation does not return membership fees or other contribution items already delivered.
Chapter 4 Employee General Assembly
(configuration)
Article 12 The General Assembly shall consist of regular members (hereinafter referred to as “Employees”).
(type)
Article 13 The general meeting of this corporation shall be an ordinary general meeting and extraordinary general meeting.
(1) The scheduled general meeting and the extraordinary general meeting shall be a general meeting under the law of the general corporation / foundation corporation, and the regular meeting will be a general meeting of regular employees under the general corporation · foundation corporation law.
(Authority)
Article 14 The General Assembly resolves the following matters.
(1) Exclusion of Employees
(2) Appointment or dismissal of directors and auditors
(3) Amount of remuneration etc. of directors and auditors
(4) Approval of balance sheet and net asset increase / decrease statement and supplementary schedules thereof
(5) Change in the articles of incorporation
(6) Dismissal and disposal of residual assets
(7) Other matters prescribed by laws or the articles of incorporation as resolved at the General Meeting
(hosting)
Article 15 The annual general meeting is held once within 3 months after the end of each business year.
(1) Extraordinary General Meetings shall be held in cases falling under any of the following items.
1. When the Board of Directors deems it necessary.
2. Employees who have voting rights of more than one fifth of the voting rights of all employees are requested by the president to indicate matters as the purpose of the meeting and reasons for the convocation
(2) The General Assembly can not be opened without a majority of the total number of employees attending.
(convocation)
Article 16 The General Assembly shall be convened by the President pursuant to a resolution of the Board, unless otherwise provided for by laws and ordinances.
(1) When convocating a general meeting, it shall be notified two weeks before the opening date.
(2) When a request is made pursuant to the provisions of paragraph 2, item 2 of the preceding article, the president shall hold a general meeting within four weeks.
(Chair)
Article 17 The Chairman of the General Assembly shall be the representative director.
(Voting Rights)
Article 18 The number of voting rights at the General Assembly shall be one per employee.
(Resolution)
Article 19 Resolution of the General Assembly shall be made with a majority of voting rights of the employee who attended by a majority of all voting rights of all employees, other than as otherwise provided for in the articles of incorporation.
(1) Notwithstanding the provisions of the preceding paragraph, the following resolution shall be made by a majority, which is more than half of the total number of employees and is more than two-thirds of the voting rights of all employees.
1. Exclusion of employees
2. Removal of Auditor
3. Changes in the articles of incorporation
4. Dissolution
5. Other matters stipulated by laws and ordinances
(2) At the General Meeting, it is possible to resolve only matters that are notified in advance.
(written voting etc.)
Article 20 Employees who are unable to attend the General Assembly may exercise their voting rights with written or proxy on matters notified in advance.
(1) The agent prescribed in the preceding paragraph shall submit a document evidencing the representative right to the chairman for each meeting.
(2) Employees who exercise their voting rights pursuant to the provision of paragraph 1 shall be deemed to have attended the General Meeting.
(3) The award of the representative right of paragraph 1 shall be made for each general meeting.
(Resolution omitted)
Article 21 In the case where a director or employee makes a proposal on matters that are the purpose of the resolution of the General Assembly, if all of the employees have expressed their intention to consent in writing about the proposal, the general meeting to the effect that the proposal will be passed Shall be deemed to have been resolved.
(minutes)
Article 22 For the proceedings of the General Assembly, minutes shall be prepared pursuant to the provisions of laws and ordinances.
(1) The minutes shall be signed and imprinted by the chairman and two or more signatory persons appointed at the meeting in the minutes.
Chapter 5 Officers
(type and constant)
Article 23 The following officers shall be placed on this corporation.
(1) 6 or more directors and 20 or less
(2) Within two auditors
(3) One of the directors shall be the president, one shall be the vice president, and one shall be the managing director.
(4) The president of the preceding paragraph shall be the representative director under the General Association / foundation corporation law. Also, with the vice president and executive director of the preceding paragraph, it shall be the executive director under the General Association / foundation corporation law.
(5) The director may appoint a foreign national, not limited to those of Japanese nationality.
(Appointment)
Article 24 Directors and auditors shall be elected by resolution of the general meeting.
(1) The representative director and the executive director shall be selected from among the directors by resolution of the executive board.
(2) Directors and auditors can not concurrently hold each other.
(Director restrictions)
Article 25 Among directors, the total number of one of the directors and their spouse or relatives within third degree or other special relations shall not exceed one third of the total number of directors.
(1) The total number of directors or employees of other identical organizations (excluding public benefit corporations) or other directors who are mutually closely related shall be equal to the total number of directors It must not exceed 1.
(auditor qualification)
Article 26 At least one of the auditors shall be appointed from among those who fall under any of the following.
1. Tax Accountant
2. Certified public accountant
3. Preparation of financial statements of corporations Administrative scrivener whose business experience is 3 years or more
4. A person whose accounting work experience of a non-profit corporation is 5 years or more
5. Accounting Regarding those who are deemed to have skills equivalent or superior to those of the preceding items
(Audit Limit)
Article 27 Among the auditors, the total number of one of the auditors and their spouse or relatives within the third degree or other special relationship shall not exceed one third of the total number of the auditors.
(1) The total number of auditors who are directors or employees of other identical organizations (excluding public benefit corporations) and other auditors who are closely related to each other is equivalent to a third of the total number of auditors It must not exceed 1.
(Director’s duties and authority)
Article 28 The Director shall constitute the Board of Directors and shall enforce its duties in accordance with laws and regulations and the articles of incorporation.
(1) The Representative Director shall represent this corporation and enforce its business pursuant to the provisions of laws and regulations and these Articles of Incorporation.
(2) The Executive Director shall divide the business of this corporation in accordance with the provision separately at the Board of Directors.
(3) Representative directors and executive directors shall report the status of their duties to the executive board at least twice at intervals exceeding 4 months in each business year.
(Auditor’s duties and authority)
Article 29 Auditors shall audit the execution of their duties and prepare audit reports in accordance with the provisions of laws and ordinances.
(1) The auditor may request the directors and employees to report the business at any time and investigate the status of the business and property of this corporation.
(term of office)
Article 30 The term of office of Directors and Auditors shall be until the conclusion of the Ordinary General Meeting of the final business year which ends within two years after the election and does not prevent reappointment.
(1) The term of office of a director appointed as a substitute or an additional member shall be the remaining term of the predecessor or other in-office, notwithstanding the provision of the main clause of the preceding paragraph. Notwithstanding the provision of the main clause of the preceding paragraph, the term of office of an auditor appointed by substitution shall be the remaining term of the predecessor.
(dismissal)
Article 31 Directors and auditors may be dismissed by resolution of the general meeting.
(Compensation etc.)
Article 32 Directors and auditors shall be without compensation. Provided, however, that for the full-time directors and auditors, within the scope of the total amount specified by the General Assembly, the amount calculated pursuant to the standards for payment of remuneration separately determined at the General Assembly may be paid as remuneration etc.
(1) The directors and auditors may pay the expenses required to perform their duties.
(2) The necessary matters concerning the preceding paragraph shall be determined separately by the president after resolution of the general meeting.
(honorary position)
Article 33 This corporation may have one patron, and three honorary presidents as arbitrary institution.
(1) The honorary position of this Article shall be offered to among persons engaged in Japan / Australia / New Zealand relations through a resolution of the General Assembly upon recommendation of the Board of Directors. But honorary presidentship may be offered to the Australian ambassador and the New Zealand ambassador through the resolution of the Board of Directors.
(2) The patron symbolizes the honor of this corporation.
(3) The honorary president makes appropriate advice to the representative director by making full use of his / her background, knowledge and experience.
(4) The term of office of the patron shall be permanent. And the term of office of the honorary president shall be two years and may be re-appointed. However, in case of the Australian ambassador and the New Zealand ambassador it shall be the term of their office in Japan.
(5) In principle, the remuneration for honorary positions in this section shall be no compensation. However, it is possible to pay the expenses required to perform the duties. In that case, the necessary provisions will be decided after resolution of the general meeting.
(Advisor)
Article 34 Within this corporation it is possible to place no more than 10 advisers as arbitrary institutions.
(1) The adviser shall, as its duties, explain the reference opinion on matters consulted by the president and the Board of Directors, taking advantage of past work experience.
(2) Advisors are appointed by the president with advice from the executive board, among those who have engaged in Japan / Australia / New Zealand relations for many years.
(3) The remuneration of advisors shall in principle be no compensation, but payment of expenses required to perform their duties can be made. In that case, the necessary provisions will be decided after resolution of the general meeting.
(Exemption from damages liability)
Article 35 This corporation shall be liable for damages (including those who were directors or auditors) due to neglecting duties pursuant to the provision of Article 114, paragraph 1 of the Act on General Associations and General Foundation Corporations The liability of liability can be exempted by the resolution of the Board to the extent of statutory limit.
Chapter 6 Board of Directors
(configuration)
Article 36 The board shall be established for this corporation.
(1) The Board of Directors shall consist of all Directors.
(Authority)
Article 37 The Board of Directors shall perform the following duties.
(1) Determination of business execution by this corporation
(2) Supervision of Execution of Director’s Duties
(3) Selection and removal of representative director and executive director
(convocation)
Article 38 The Board of Directors shall convene the Representative Director.
(1) When the representative director is missing or there is an accident in the representative director, each director calls the board of directors.
(Chair)
Article 39 The chairperson of the Board of Directors shall be elected from among the attending directors.
(Resolution)
Article 40 Resolutions of the Board of Directors shall be attended by a majority of the directors excluding directors who have special interests in the resolution, with a majority of them.
(1) Notwithstanding the provisions of the preceding paragraph, when meeting the requirements of Article 96 of the Act on General Associations and General Foundation Corporations, a resolution of the Board of Directors shall be deemed to have taken place.
(minutes)
Article 41 With regard to the proceedings of the Board of Directors, minutes shall be prepared pursuant to the provisions of laws and ordinances.
(1) The representative director and the attending auditor shall sign and seal the minutes of the preceding paragraph.
Chapter 7 Accounting
(business year)
Article 42 The business year of this corporation starts on April 1 every year and ends on March 31 of the following year.
(Business plan and income and expenditure budget)
Article 43 Documents that describe the business plan and income and expenditure accounts of this corporation, the procurement proposal and the prospects for capital investment are prepared by the representative director by the day before the commencement day of each business year, after resolution by the executive board, You must receive the report of the latest general meeting. The same shall apply when changing this.
(1) Documents set forth in the preceding paragraph shall be prepared at the principal office until the end of the business year and shall be used for general inspection.
(Business reporting and closing)
Article 44 With regard to the business report and settlement of this corporation, after the end of each business year, the representative director shall prepare the following documents, receive the audit of the auditor, and obtain the approval of the board.
1. Business report
2. Supplementary schedule of business report
3. Balance Sheet
4. Income Statement (Net Property Increase / Decrease Statement)
5. Supplementary schedules of the balance sheet and income statement (net asset increase / decrease statement)
6. Property inventory
(1) Of the documents approved under the preceding paragraph, the documents of No. 1, No. 3, No. 4, and No. 6 shall be submitted to the Ordinary General Meeting and the contents of the first document shall be reported And other documents must be approved.
(2) In addition to the documents in paragraph 1, the following documents shall be placed in the principal office for 5 years and used for general inspection, with the articles of incorporation and employee registry placed in the main office for general viewing .
1. Audit report
2. List of Directors and Auditors
3. Documents stating the standards for payment of remuneration etc. of directors and auditors
4. Outline of management organization and business activity situation and important items among those related to these are listed
Documents you made
(Calculation of residual value of property acquired for public interest)
Article 45 The representative director shall calculate the remaining amount of property to be acquired for public interest purposes for each business year and the end of the business year pursuant to Article 48 of the Enforcement Regulation of the Act on the Accreditation of Public Interest Corporation Incorporated Associations and Public Interest Foundation Corporations, It shall be stated in the document of paragraph 3, item 4.
(Surplus)
Article 46 This corporation can not distribute surplus.
(Long-term debt)
Article 47 When this corporation intends to borrow funds, except for short-term borrowings to be redeemed with the income of the business year, more than half of the total number of employees at the general meeting and two thirds of the voting rights of all employees The above resolution must be passed.
Chapter 8 Change of Articles of Incorporation, Dissolution, etc.
(Constitution change)
Article 48 These Articles of Incorporation may be amended by a resolution of the General Meeting.
(Dissolution)
Article 49 This corporation shall be dissolved due to a resolution of the General Assembly or other reasons prescribed by laws and ordinances.
(gift accompanying cancellation of public interest certification etc)
Article 50 In cases where this corporation receives a disposition of revocation of Public Interest Accreditation or a corporation disappears due to a merger (except when a juridical person succeeding its obligation to rights is a public interest corporation), after resolution of the General Assembly , The property equivalent to the remaining amount of property to be acquired for public interest purposes shall be paid within one month from the date of such public interest revocation revocation or the said merger under Article 5, item 17 of the Act on Accreditation, etc. of Public Interest Corporation and Public Interest Foundation Shall be granted to the juridical persons listed or to the national or local public entities.
(attribution of residual assets)
Article 51 The residual assets that this corporation possesses in case of liquidation shall be transferred to a juridical person or a national or local public entity listed in Article 5, item 17 of the Act on the Accreditation, etc. of Public Interest Corporation Associations and Public Interest Foundation Corporations, after resolution of the general meeting We shall give it.
Chapter 9 Method of Public Notice
(advertisement)
Article 52 The public notice of this corporation shall be made by the method posted at the main office’s public viewing place.
Chapter 10 supplementary
(Secretariat)
Article 53 The secretariat shall be established to handle this affairs for this corporation.
(1) The secretariat shall have the Secretary General and the necessary staff.
(2) The Executive Director shall be appointed and dismissed by the Representative Director as resolved by the Board of Directors.
(detailed implementation)
Article 54 The necessary matters concerning the implementation of these articles of incorporation and the operation of this corporation shall be determined separately by the representative director with the resolution of the executive board.
Supplementary Provisions
(1) This Articles of Incorporation is a public interest corporation prescribed in Article 106, Paragraph 1 of the Act on the Improvement of Related Acts, etc. relating to the Act on General Associations and General Foundation Corporations and Public Interest Corporation Incorporation and Public Interest Foundation Incorporation Act From the date of establishment.
(2) The first representative director of this corporation is Masahi Takahashi.
(3) Law relating to general incorporated foundations and general foundation corporations and special provisions prescribed in Article 106, paragraph 1 of the Act on Improvement of Related Acts, etc. relating to Public Interest Corporation Incorporation of Public Interest Corporation and Public Interest Foundation Corporation Act on Enforcement of Law Concerning Approval, etc. of Public Interest Foundation In the dissolution Notwithstanding the provisions of Article 42, regardless of the provisions of Article 42, the day prior to the registration of dissolution shall be the last day of the business year and the date of registration of establishment shall be the start date of the business year, when registering and registering the establishment of a public interest corporation.
(4) The articles of incorporation shall come into force as from April 1, 2012.
(5) Partial amendment of these Articles of Incorporation shall come into force as from June 11, 2012.
